The primary objective of this Phase I application is to develop and deploy a novel, neuroplasticity- based, computerized training program that has been shown to drive positive changes in attention, working memory and executive function in a vulnerable aging population. The training approach is based on the scientific principles of brain plasticity, implemented successfully in the past with measurable improvements in cognitive function following intensive training in the elderly (1,26,47). The current approach is fundamentally novel in that it addresses the attentional state of the individual, promoting an optimal level of alertness that can then be applied to higher- order, cognitive abilities. Our data suggests that this approach may enable greater benefits from cognitive training and further generalization to untrained, resource demanding attention, working memory and executive tasks. Given the ease of access to the training regimen and its scalability (web deliverable), this form of therapy could benefit several million individuals, 65-years of age and older whose lives are limited by progressive, age-related cognitive and physical decline.